The Directed Issue

ChemoTech has received a proposal from the Company's shareholder Martin Jerndal on the Directed Issue of class A shares, totaling approximately SEK 2.55 million. Through the Directed Issue, a maximum of 761,191 class A shares may be issued. The subscribers in the Directed Issue are APAC Equity Management PTE Ltd (Mohan Frick, CEO) with approximately SEK 750 thousand, Britt-Marie Frick and Anders Frick with approximately SEK 750 thousand, BEngström Förvaltning AB (Bengt Engström, board member) with approximately SEK 800 thousand and Reomics AB (Rolf Ehrnström, board member) with approximately SEK 250 thousand. The issue proceeds are intended to be paid by set-off of the respective subscriber's claim against the Company. It is proposed that the Directed Issue is resolved by the AGM to be held on 5 May 2026. The subscription price in the Directed Issue is approximately SEK 3.35 per class A share, which corresponds to a discount of approximately 10.00 per cent against the volume weighted average price of the Company's class B share on Nasdaq First North Growth Market during the period 16-27 March 2026. The purpose of the Directed Issue is to reduce the Company's debt burden by setting off against outstanding loans, thereby reducing the cost of capital.

Considerations

It is proposed that the Directed Issue is carried out with deviation from shareholders' pre-emptive rights. The reasons for deviating from shareholders' preferential rights are as follows. A rights issue would be significantly more time-consuming and resource-intensive compared with a directed new share issue, not least due to the work involved in securing a rights issue, whilst there are no guarantees that such an issue would be fully subscribed. A rights issue would have required significant underwriting commitments from an underwriting syndicate, which would entail additional costs and/or further dilution depending on the type of remuneration paid for such underwriting commitments. Reduced time commitment creates flexibility to act on short-term investment opportunities, reduces exposure to fluctuations in the share price and the risk of a negative impact on the share price, and enables the Company to capitalize on the current market interest in its shares. A further aspect in favor of the choice of directed share issue is that a rights issue would most likely have had to be carried out at a not insignificant discount, which would lead to greater dilution effects for the Company's existing shareholders; this is avoided with the Directed Issue, where the subscription price is proposed to be SEK 3.35 per class A share, corresponding to a discount of approximately 10.00 per cent against the volume weighted average price of the Company's class B share on Nasdaq First North Growth Market during the period 16-27 March 2026. From a shareholder perspective, a rights issue at a significant discount also entails a risk of a negative impact on the share price in connection with the implementation of the rights issue. The reason why it is proposed that the Directed Issue be directed to existing shareholders is that these shareholders have expressed and demonstrated a long-term interest in the Company, which creates security and stability for both the Company and its shareholders, as well as significant strategic and long-term value. It is the proposer's assessment that without the support of existing shareholders, it would not have been possible to carry out a successful capital raising. Further, payment through set-off will free up working capital and decrease the Company's debt burden. In light of the above, the proposing shareholder's overall assessment is that the reasons for carrying out the Directed Issue outweigh the reasons for a rights issue under the general rule, and that the Directed Issue therefore is in the interests of both the Company and all its shareholders. The proposing shareholder further notes that it is also in the interests of the Company and its shareholders that members of the board of directors and the Company's management have an interest in the Company's long-term development.

ChemoTech's strategic expansion to facilitate strategic partnerships and investments

As previously communicated, the Company is already in the process of simplifying its structure by having a parent company with two subsidiaries: Animal Care and Human Care. To further sharpen the way forward and ensure the best possible environment for growth potential for the subsidiaries, and for the Company, the board is proposing changes to better be able to show the real value and unleash the best possible growth potential of the businesses. The proposed new company name, Neem's Hill AB, is inspired by the Neem [NIM] tree which is a resilient, long-lived tree known for its powerful healing and protective properties, used for centuries in traditional medicine. It symbolizes health, purification, and natural resilience.

ChemoTech is preparing to enter into another exciting phase of strategic expansion. As part of the Company's commitment to create value for its shareholders, the board of directors is proposing to expand the current activities involving development, production and marketing of medical technology equipment with asset management activities to enable the Company to provide comprehensive business development support and strategic asset management services within its areas of expertise. The proposed changes represent an expansion of ChemoTech's existing business rather than a fundamental change in business direction. The Company's current activities involving development, production and marketing of medical technology equipment will be complemented with consulting services and asset management activities, broadening the Company's service offering within its core expertise areas.

This expansion aims to: (i) broaden ChemoTech's service offering within veterinary and human medicine sectors through specialized consulting services in business development and organization; (ii) create opportunities for and facilitate strategic partnerships; and (iii) strengthen ChemoTech's position by diversifying its revenue streams through consulting services and asset management activities, whilst maintaining its core expertise in medical technology development.

Broadening ChemoTech's business to include consulting services in business development and organization, alongside asset management capabilities, creates valuable opportunities for shareholders. Whilst development, production and marketing of medical technology equipment remain core to the Company's operations, the addition of asset management capabilities alongside the consulting services within veterinary and human medicine sectors provides complementary revenue streams and strategic flexibility. Expanding into asset management and continued business within consulting services allows ChemoTech to diversify revenue streams and provide more stable cash flow profiles within its core expertise areas of veterinary and human medicine. This business expansion leverages the Company's medical technology knowledge whilst creating additional value through specialized consulting in business development and organization.

"With this restructuring, ChemoTech will be better positioned to actively operate several businesses within life sciences," says Mohan Frick, CEO. "By creating distinct business areas, we ensure each company has the independence to grow, can attract capital, and enhance its value potential."

As of today, the intended strategic expansion will not affect the Company's existing operational business or entail any meaningful increased costs, however the board of directors continuously evaluates the strategic options to optimize shareholder value. Furthermore, following the intended strategic expansion there is no intention to change the management of the Company or the current governance and operational structure of the business. The proposed resolution to change of the Company's business activities is deemed to not constitute an extensive change in the Company's business within the meaning of Nasdaq First North Growth Market's Rulebook and is subject to that no new listing is required by Nasdaq Stockholm AB.

Share capital, number of shares and dilution

The Directed Issue means that the share capital may increase by a maximum of SEK 380,595.50, from SEK 12,726,989.00 to SEK 13,107,584.50, and that the number of shares may increase by a maximum of 761,191 shares, from 25,453,978 shares to 26,215,169 shares, where 2,412,857 are class A shares and 23,802,312 are class B shares. This corresponds to a dilution of approximately 2.90 per cent of the total number of shares and approximately 7.36 per cent of the total number of votes in the Company.

Annual General Meeting

It is proposed by the shareholder that the Directed Issue shall be resolved upon by the AGM to be held on 5 May 2026. Further, to facilitate the Company's expansion, the board of directors intends to propose that the AGM resolves to amend the Company's articles of association. These amendments will include an update to ChemoTech's business purpose and a change of the corporate name, reflecting the expansion of the Company's business activities to clearly reflect the expanded scope of activities. The notice to the AGM will be published through a separate press release.

Advisors

Moll Wendén Advokatbyrå AB acts as legal advisor to ChemoTech in connection with the Directed Issue.

Important information

The publication, release or distribution of this press release may be subject to legal restrictions in certain jurisdictions, and persons in those jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in their respective jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such an offer or solicitation would be unlawful. In a Member State of the European Economic Area ("EEA"), securities referred to in this announcement may only be offered in accordance with the applicable exemptions under Regulation (EU) 2017/1129 ("the Prospectus Regulation").

This press release does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered, are covered by an exemption from, or are part of a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be disclosed, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such disclosure, publication or distribution of this information would be contrary to applicable regulations, or where such action is subject to legal restrictions or would require further registration or other measures beyond those required under Swedish law. Any action contrary to this instruction may constitute a breach of applicable securities legislation.

In the United Kingdom, this document and any other material relating to the securities referred to herein are distributed and directed solely to, and any investment or investment activity relating to this document is available only to and may be undertaken only by, "qualified investors" (as defined in section 86(7) of the UK Financial Services and Markets Act 2000) who are (i) persons who have professional experience in investment business and who fall within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order"); or (ii) "high net worth entities" as referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as "relevant persons"). An investment or investment activity to which this notice relates is available in the UK only to relevant persons and will be undertaken only with relevant persons. Persons who are not relevant persons should not take any action based on this document, nor act or rely on it.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Company may only be made on the basis of publicly available information, which has not been verified by ChemoTech's financial advisers. The Company's financial advisers are acting on behalf of the Company in connection with the transaction and not on behalf of any other party. The Company's financial advisers are not liable to any other party for providing the protection afforded to their clients or for providing advice in connection with the transaction or in relation to any other matter mentioned herein.

Forward-looking statements

This press release contains forward-looking statements relating to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of terms such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assume", "should", "could" and, in each case, the negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will materialise or that they are correct. As these assumptions are based on estimates and are subject to risks and uncertainties, the actual results or outcomes may, for a variety of reasons, differ materially from those indicated in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressly or implicitly set out in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of the press release should not unduly rely on the forward-looking statements contained herein. The information, views and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise regarding the content of this press release, unless required by law or the rules of Nasdaq First North Stockholm.

Information for distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in ChemoTech have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in ChemoTech may decline and investors could lose all or part of their investment; the shares in ChemoTech offer no guaranteed income and no capital protection; and an investment in the shares in ChemoTech is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in ChemoTech.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ChemoTech and determining appropriate distribution channels.